MediSolution Ltd. to Be Acquired by Its Controlling Shareholder, Brookfield Asset Management Inc.
Published: Mar 17, 2009
The price of $0.30 per Share offered by Brookfield represents a premium of approximately 53.8% over the closing price of the Shares on the Toronto Stock Exchange (the "TSX") on March 13, 2009, the last day on which the Shares traded prior to the announcement of the proposed transaction, and a premium of approximately 54% over the 20-day average closing price of the Shares on the TSX.
The board of directors of MediSolution established a special committee of independent directors (the "Special Committee") to select an independent valuator, supervise the preparation of a formal valuation of the Shares and to consider the proposed transaction. The Special Committee selected Meyers Norris Penny LLP ("MNP"), Chartered Business Valuators and an independent member of the Horwath International Network, as the independent valuator. Subject to the analyses, assumptions, qualifications and limitations contained in the valuation, MNP reached the opinion that the fair market value of the Shares was in the range of $0.28 to $0.32 per Share. MNP also delivered a fairness opinion that the consideration offered under the proposed transaction is fair, from a financial point of view, to the minority shareholders of MediSolution.
Based on MNP's conclusions, among other matters considered, the Special Committee unanimously determined that the proposed transaction is in the best interests of MediSolution and is fair, from a financial point of view, to the shareholders of MediSolution other than Brookfield. In light of the conclusions of the Special Committee and MNP, among other matters considered, the board of directors of MediSolution has unanimously approved (with interested directors abstaining) the proposed transaction and recommends that shareholders vote in favour of the proposed transaction.
The proposed transaction will be effected through an amalgamation of MediSolution and a newly incorporated company wholly-owned by Brookfield. Pursuant to the amalgamation, each shareholder of MediSolution, other than Brookfield and its affiliates, will receive one redeemable preferred share of the amalgamated company for each Share held immediately prior to the amalgamation. Each redeemable preferred share will then be redeemed for $0.30 in cash. As at March 13, 2009, MediSolution had outstanding 158,292,332 Shares.
"A privatized MediSolution will be better positioned to focus on customers and to deliver improved products, leveraging Brookfield's significant financial resources and global platform," commented Mr. Paul Lepage, MediSolution's president and chief executive officer. "In addition, as a private company, MediSolution will incur lower administrative costs, having eliminated the expenses associated with being a publicly traded company."
A special meeting of shareholders of MediSolution will be held in early May 2009 to consider the proposed transaction. Completion of the proposed transaction is subject to customary conditions including, but not limited to, the approval of at least two-thirds of the votes cast by shareholders of MediSolution voting at the meeting and a simple majority of the votes cast by minority shareholders of MediSolution voting at the meeting and there being no material adverse change with respect to MediSolution. Assuming the satisfaction of all conditions, the proposed transaction is expected to close as soon as practicable following the special meeting of shareholders. However, there can be no assurances that the proposed transaction, or any other transaction with Brookfield, will be completed.
The terms and conditions of the proposed transaction, including copies of the formal valuation and fairness opinion prepared by MNP, will be detailed in a management information circular to be mailed to shareholders of MediSolution as soon as practicable. About MediSolution
MediSolution (TSX:MSH), a Brookfield Asset Management company, is a leading information technology company, providing enterprise resource planning and specialized blood bank software, solutions and services to healthcare and service sector customers across North America. More than 300 healthcare, public and service sector organizations rely on MediSolution's systems to maximize their operational efficiencies, lower their costs and improve the delivery of services. The company's product portfolio is comprised of Financial Management software such as accounts receivable, budgeting and materials management, Business Intelligence solutions as well as Human Capital Management tools and services including human resources management, staff scheduling and payroll processing. The company also provides speciality hemovigilance solutions that improve patient safety, reduce waste and increase efficiency for blood transfusion services. For more information, please visit www.medisolution.com.
Brookfield Asset Management Inc., focused on property, power and infrastructure assets, has approximately $80 billion of assets under management and is co-listed on the New York and Toronto Stock Exchanges under the symbol BAM and on NYSE Euronext under the symbol BAMA. For more information, please visit www.brookfield.com.